DEF 14A of TKO Group Holdings, Inc., Apr 25, 2025

DEF 14A of TKO Group Holdings, Inc.

Filed Apr 25, 2025 · FY20240001193125-25-096950

Open on EDGAR

  1. SCHEDULE 14A

    | Pay Versus Performance Graphs | 54 | | 2024 Pay Versus Performance Tabular List | 56 | | Performance Measure | 56 | | COMPENSATION OF OUR DIRECTORS | 57 | | SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS | 60 | | COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION | 61 | | STOCK OWNERSHIP | 62 | | DELINQUENT SECTION 16(a) REPORTS | 65 | | CERTAIN TRANSACTIONS WITH RELATED PERSONS | 66 | | Related Person Transactions Policies and Procedures | 66 | | Limited Liability Company Agreement of TKO OpCo | 66 | | Governance Agreement | 67 | | Asset Acquisition from Endeavor Group Holdings, Inc. | 69 | | Services Agreement | 70 | | IMG Arena Transactions | 71 | | Endeavor Margin Loan Facility | 72 | | Registration Rights Agreement | 72 | | Stockholders Agreement | 72 | | Management Equity | 73 | | Indemnification Agreements | 73 | | Employment Arrangements | 73 | | Other Transactions | 73 | | STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS | 75 | | HOUSEHOLDING | 76 | | 2024 ANNUAL REPORT, ADDITIONAL INFORMATION AND WEBSITE DISCLOSURE | 77 |

  2. PROPOSAL NO. 1 ELECTION OF DIRECTORS

    PROPOSAL NO. 1 ELECTION OF DIRECTORS

  3. Board Size and Structure

    Board Size and Structure We currently have 12 directors serving on the Board. Each director is to hold office for a term expiring at the Company’s next annual meeting of stockholders and until his or her respective successor is duly elected and qualified or until his or her earlier death, resignation, retirement, disqualification or removal. We are party to the Governance Agreement, which provides, among other things, that, subject to the rights to designate a replacement as otherwise set forth therein, the Board has the right to designate nominees for election at annual stockholder meetings for, or to fill vacancies in, all director positions. Pursuant to the Governance Agreement, the size of our Board is set at 13 directors. The EGH Subscribers are currently entitled to designate seven directors (the “EGH Designees”), and WWE’s initial director designees or their successors, as applicable, are currently entitled to designate six directors (the “WWE Designees”), as described below, in each case subject to specified conditions as described below under “Certain Transactions with Related Persons—Governance Agreement.” The Governance Agreement provides that, until December 31, 2025 (the “Sunset Date”), our slate of individuals nominated for election to the Board must include all WWE Designees, at least three of whom must qualify as “independent” as defined under the Company’s amended and restated bylaws (the “Bylaws”) and described below under “Corporate Governance—Director Independence.” The Governance Agreement also provides that, until the Sunset Date, there shall be seven EGH Designees, and, until the date on which Endeavor Group Holdings, Inc. no longer owns, directly or indirectly, more than 20% in the aggregate of the voting power of the then-outstanding shares of capital stock of TKO Group Holdings, Inc., the slate of individuals nominated for election to the Board must include the EGH Designees, provided that the EGH Designees shall at all times include at least three independent directors. Designation rights with respect to the EGH Designees and the WWE Designees expire on the Sunset Date. For so long as any nominating person has the right to designate an EGH Designee or a WWE Designee, in the event that (a) a vacancy is created at any time by the death, disability, retirement, resignation or removal of an EGH Designee or a WWE Designee or (b) an individual is disqualified by the Board or the Nominating and Corporate Governance Committee (the “Nominating Committee”), then the applicable nominating person may designate another individual as its designee to either fill the applicable vacancy or be included on the slate of nominees to be recommended by the Board for election at its next meeting of the stockholders, and TKO Group Holdings, Inc. will take all necessary action within its control so that each replacement nominee is nominated and elected to the Board. Each of Egon P. Durban, Ariel Emanuel, Bradley A. Keywell, Jonathan A. Kraft, Sonya E. Medina, Mark Shapiro and Carrie Wheeler serve as the EGH Designees, and each of Peter C.B. Bynoe, Dwayne Johnson, Nick Khan, Steven R. Koonin, and Nancy R. Tellem serve as the WWE Designees. The WWE Designees have not designated a sixth director to fill the vacancy resulting from the former Executive Chair’s departure. Subject to the Governance Agreement, our Certificate of Incorporation provides that any director may be removed with or without cause by the affirmative vote of holders representing of at least a majority of the total voting power of our issued and outstanding capital stock, voting together as a single class. Designation rights with respect to the EGH Designees and the WWE Designees and other appointment provisions expire on the Sunset Date, and, other than certain provisions that will survive under the Governance Agreement, the Governance Agreement will terminate pursuant to its terms at 12:01 a.m., Eastern Time, on January 1, 2026, the day following the Sunset Date. See “Certain Transactions with Related Persons—Governance Agreement.”

  4. Nominees for Director

    Nominees for Director Under the Governance Agreement, subject to the rights to designate a replacement as otherwise set forth therein, the Board has the right to designate nominees for election at annual stockholder meetings for all director positions. Mr. Emanuel, Mr. Shapiro, Mr. Bynoe, Mr. Durban, Mr. Johnson, Mr. Keywell, Mr. Khan, Mr. Koonin, Mr. Kraft, Ms. Medina, Ms. Tellem and Ms. Wheeler have been nominated by the Board to stand for election at this Annual Meeting. Each nominee’s current term of service will expire at the Annual Meeting. If elected by the stockholders at the Annual Meeting, each nominee will serve for a term expiring at the Company’s annual meeting of stockholders to be held in 2026 (the “2026 Annual Meeting”) and the election and qualification of her or his successor, or until her or his earlier death, resignation or removal. Each person nominated for election has agreed to serve if elected, and management has no reason to believe that any nominee will be unable to serve. If, however, prior to the Annual Meeting, the Board should learn that any nominee will be unable to serve for any reason, the proxies that otherwise would have been voted for this nominee will be voted for a substitute nominee as selected by the Board. Alternatively, the proxies, at the Board’s discretion, may be voted for that fewer number of nominees as results from the inability of any nominee to serve. The Board has no reason to believe that any of the nominees will be unable to serve. Proxies cannot be voted for a greater number of persons than the number of nominees named in this proposal.

  5. Information About Board Nominees

    Information About Board Nominees The following pages contain certain biographical information as of April 25, 2025 for each nominee for director and each director whose term as a director will continue after the Annual Meeting, including all positions she or he holds, her or his principal occupation and business experience for the past five years, and the names of other publicly-held companies of which the director or nominee currently serves as a director or has served as a director during the past five years. We believe that all of our directors and nominees: display personal and professional integrity; satisfactory levels of education and/or business experience; broad-based business acumen; an appropriate level of understanding of our business and its industry and other industries relevant to our business; the ability and willingness to devote adequate time to the work of our Board and its committees; skills and personality that complement those of our other directors that helps build a board that is effective, collegial and responsive to the needs of our Company; strategic thinking and a willingness to share ideas; a diversity of experiences, expertise and background; and the ability to represent the interests of all of our stockholders. The information presented below regarding each nominee and continuing director also sets forth specific experience, qualifications, attributes and skills that led our Board to the conclusion that such individual should serve as a director in light of our business and structure.

  6. Director Nominees for Election to a One Year Term Expiring at the 2026 Annual Meeting

    Director Nominees for Election to a One Year Term Expiring at the 2026 Annual Meeting

  7. Director Nominees for Election to a One Year Term Expiring at the 2026 Annual Meeting

    | Directors | Age | Served as Director Since | Current Positions with TKO | | Ariel Emanuel | 64 | September 2023 | Executive Chair and Chief Executive Officer, TKO | | Mark Shapiro | 55 | September 2023 | Director, President and Chief Operating Officer, TKO | | Peter C.B. Bynoe | 74 | September 2023 | Director | | Egon P. Durban | 51 | September 2023 | Director | | Dwayne Johnson | 52 | January 2024 | Director | | Bradley A. Keywell | 55 | January 2024 | Director | | Nick Khan | 50 | September 2023 | Director, President, WWE | | Steven R. Koonin | 67 | September 2023 | Lead Independent Director | | Jonathan A. Kraft | 61 | September 2023 | Director | | Sonya E. Medina | 49 | September 2023 | Director |

  8. Director Nominees for Election to a One Year Term Expiring at the 2026 Annual Meeting

    | Directors | Age | Served as Director Since | Current Positions with TKO | | Nancy R. Tellem | 72 | September 2023 | Director | | Carrie Wheeler | 53 | September 2023 | Director |

  9. Director Nominees for Election to a One Year Term Expiring at the 2026 Annual Meeting

    Ariel Emanuel became the Chief Executive Officer and a director of TKO Group Holdings, Inc. on September 12, 2023 and was appointed Executive Chair in February 2024. Mr. Emanuel has also served as Executive Chairman of WME Group since March 2025. Mr. Emanuel has served as a member of the Board of Directors of Endeavor Group Holdings, Inc. (formerly NYSE-listed) since June 2009, and previously served as Chief Executive Officer of Endeavor from October 2017 to March 2025. He previously served as the Co-Chief Executive Officer of Endeavor from July 2014 to October 2017, and as Co-Chief Executive Officer of William Morris Endeavor Entertainment, LLC from 2009 to July 2014. Mr. Emanuel previously served on the board of directors of ContextLogic Inc. (d/b/a Wish) (Nasdaq) and Live Nation Entertainment, Inc. (NYSE). Mr. Emanuel is a graduate of Macalester College. We believe that Mr. Emanuel is qualified to serve on our Board because of his extensive experience in the sports, media and live entertainment industries. Mark Shapiro became the President and Chief Operating Officer and a director of TKO Group Holdings, Inc. on September 12, 2023. Mr. Shapiro has also served as President and Managing Partner of WME Group since March 2025. Mr. Shapiro has served as a member of the Board of Directors of Endeavor Group Holdings, Inc. (formerly NYSE-listed) since March 2025. He previously served as President and Chief Operating Officer of Endeavor from April 2023 to March 2025 and as its President from December 2018 to March 2025. He previously served as the Co-President of Endeavor from November 2016 to December 2018 and as Chief Content Officer of Endeavor from September 2014 to November 2016. Prior to that, Mr. Shapiro served in various executive positions at Dick Clark Productions from May 2010 to September 2014, including as Chief Executive Officer and as Executive Producer. From February 2006 through May 2010, he served as a Director, President and Chief Executive Officer of Six Flags Entertainment Corporation (NYSE) and worked for ESPN as Senior Vice President and later Executive Vice President of Programming and Production from 2002 to May 2005. Mr. Shapiro currently serves as a member of the board of trustees of Equity Residential (NYSE) and as the Chairman of Captivate Network. Mr. Shapiro previously served as a member of the board of directors of Live Nation Entertainment, Inc. (NYSE), Frontier Communications Corporation (Nasdaq), Papa Johns International, Inc. (Nasdaq) and Bright Lights Acquisition Corp., formerly a public special purpose acquisition company. Mr. Shapiro is a graduate of University of Iowa. We believe that Mr. Shapiro is qualified to serve on our Board because of his extensive experience in the sports, media and entertainment industries and his prior service on public company boards. Peter C.B. Bynoe became a director of TKO Group Holdings, Inc. on September 12, 2023. Mr. Bynoe has served in multiple roles, including as Senior Advisor and Equity Partner, at DLA Piper LLP (US), a global law firm, since March 1995. He previously served as Managing Director of Equity Group Investments, L.L.C. from September 2013 to December 2019 and as Managing Partner of the NBA’s Denver Nuggets from November 1989 to September 1992. Mr. Bynoe was a Partner and COO of Loop Capital Markets, an international investment banking firm, from January 2009 through August 2013. Mr. Bynoe has served on the board of directors of Flagship Communities Real Estate Investment Trust since October 2020, Ardent Health Services, LLC since November 2015, Rush University Medical Center since November 1993, and the Goodman Theatre since March 1984. Ardent Health Services, LLC consummated an initial public offering on July 18, 2024, and is now Ardent Health Partners, Inc. (NYSE). Mr. Bynoe is the Chair of its Nominating & Governance Committee and serves on its Compensation Committee. He previously served on the board of directors of Frontier Communications, Inc. (Nasdaq) from August 2007 to April 2021, Covanta Holding Corp. (NYSE) from June 2004 to January 2021, and Real Industry, Inc. (Nasdaq) from July 2013 to May 2018. Mr. Bynoe currently serves as the Chairman of Flagship Communities Real Estate Investment Trust since October 2020. Mr. Bynoe graduated with a Bachelor of Arts from Harvard College, a Juris Doctor from Harvard Law School and a Master of Business Administration from Harvard Business School. We believe that Mr. Bynoe is qualified to serve on our Board because of his extensive business, legal and public policy expertise. Egon P. Durban became a director of TKO Group Holdings, Inc. on September 12, 2023. Mr. Durban has served as Co-Chief Executive Officer of Silver Lake, a global technology investment firm, since December 2019. Mr. Durban joined Silver Lake in 1999 as a founding principal and is based in the firm’s Menlo Park office. He serves on the boards of directors of Endeavor Group Holdings, Inc. (formerly NYSE-listed), City Football Group, Dell Technologies Inc. (NYSE), Group 42, Qualtrics, Unity Software Inc. (NYSE), Verily, and Waymo. Previously, he served on the board of Skype, and was Chairman of its operating committee, served on the supervisory board and operating committee of NXP, and served on the boards of Motorola Solutions, Inc. (NYSE), MultiPlan, Pivotal Software, Inc. (NYSE), SecureWorks Corp. (Nasdaq), Twitter Inc. (formerly NYSE-listed) and VMware, Inc. (NYSE). Prior to Silver Lake, Mr. Durban worked in Morgan Stanley’s Investment Banking Division. Mr. Durban graduated from Georgetown University with a B.S.B.A. in Finance. We believe that Mr. Durban is qualified to serve on our Board because of his strong experience in technology and finance, and his extensive knowledge of and years of experience in global strategic leadership and management of multiple companies. Dwayne Johnson (also known by his stage name “The Rock”) became a director of TKO Group Holdings, Inc. on January 23, 2024. Mr. Johnson is an actor, film producer, entrepreneur and retired professional wrestler. Mr. Johnson started his career as a third generation professional wrestler for World Wrestling Entertainment (f/k/a World Wrestling Federation) from 1996 until 2004. During that period, Mr. Johnson won multiple WWE titles and was instrumental to the success of the sport. Mr. Johnson’s success as a professional wrestler led to a career as an actor, producer and entrepreneur. Mr. Johnson develops, produces and stars in all forms of entertainment content via his production company, Seven Bucks Productions, LLC, which he co-founded in 2012. In addition to Seven Bucks Productions, LLC, Mr. Johnson has co-founded multiple business ventures, including ZOA Energy, LLC, an energy drink company, in partnership with Molson Coors, Siete Bucks Spirits LLC, the liquor company that produces the premium tequila brand Teremana, in partnership with Mast-Jägermeister, and Papatui LLC, a men’s personal care brand. In 2020, Mr. Johnson co-led a consortium to acquire the XFL, a professional American football league, which re-launched in 2023 and combined with the USFL to become the United Football League. Mr. Johnson also maintains several brand partnerships, including a partnership with Under Armour, Inc. pursuant to which Mr. Johnson has developed a line of fitness apparel under the “Project Rock” brand. In 2016 and 2019, Mr. Johnson was named by Time Magazine as one of the world’s most influential people. Mr. Johnson graduated from the University of Miami with a Bachelor of General Studies. Mr. Johnson is represented by talent agency WME, an affiliate of TKO. We believe that Mr. Johnson is qualified to serve on our Board because of his extensive sports, media and entertainment experience, his background as an entrepreneur and his deep familiarity with the WWE business.

  10. Director Nominees for Election to a One Year Term Expiring at the 2026 Annual Meeting

    Bradley A. Keywell became a director of TKO Group Holdings, Inc. on January 23, 2024. Mr. Keywell is the founder of Uptake Technologies, Inc., an artificial intelligence software company that provides actionable insight to industrial operators, where he has served as Executive Chairman since 2015 and, from 2015 through 2019, was its Chief Executive Officer. Mr. Keywell is also the founder of SkillHero Corp., a workforce technology company focused on skilled trades and vocational training, where he has served as Executive Chairman and Chief Executive Officer since its inception in 2023. He is the founder of 1+1 Ventures, the business incubation, growth capital investment, and acquisition entity born out of Mr. Keywell’s family office. Mr. Keywell is a co-founder of Lightbank, an umbrella company for several venture capital and growth capital investing entities and, from 2012 through 2020, was a co-Managing Director. Mr. Keywell has founded or co-founded several other companies, including MediaOcean LLC (f/k/a MediaBank), a provider of integrated media procurement technology, where he served as the founding Chief Executive Officer, Echo Global Logistics, Inc. (Nasdaq), where he served as founding Chief Executive Officer and was Chairman of the Board of Directors, and Groupon, Inc. (Nasdaq) where he also served on its board of directors. In 2019, he was globally honored as the EY World Entrepreneur of the Year and was previously awarded the overall EY Entrepreneur of the Year in the United States. He was also named to the Technology Pioneer council by the World Economic Forum and was inducted into the Chicago Innovation Hall of Fame. Mr. Keywell is an Adjunct Professor at the University of Chicago Booth School of Business. Mr. Keywell graduated from the University of Michigan Ross School of Business with a B.B.A. degree, and received a J.D. degree from the University of Michigan Law School. We believe that Mr. Keywell is qualified to serve on our Board because of his extensive executive leadership experience and his background in technology innovation. Nick Khan became a director of TKO Group Holdings, Inc. on September 12, 2023. Mr. Khan has served as President of WWE since September 2023 and served as Chief Executive Officer of WWE from January 2023 to September 2023. He previously served as one of WWE’s Co-CEOs from July 2022 to January 2023 and President & Chief Revenue Officer from August 2020 to July 2022. Mr. Khan also previously served as the Co-Head of the Television Department for Creative Artists Agency LLC (CAA) from 2012 until 2020. Prior to that, Mr. Khan, a former practicing attorney, transitioned to International Creative Management (ICM) in 2006 where he launched their Sports Media department. Mr. Khan is a graduate of the University of Nevada, Las Vegas. We believe that Mr. Khan is qualified to serve on our Board because of his previous experience with the WWE business and his extensive experience in sports broadcasting, media and entertainment. Steven R. Koonin became a director of TKO Group Holdings, Inc. on September 12, 2023 and was appointed Lead Independent Director in February 2024. He has served as Chief Executive Officer of the Atlanta Hawks, LLC since April 2014. He has served on the board of directors of the Atlanta Police Foundation Inc since June 2021, the Metropolitan Atlanta Chamber of Commerce Inc since June 2014 and the Georgia Aquarium Inc (currently serving as Chairman) since June 2004. He also served on the board of directors of Rubicon Technologies, Inc. (NYSE) from December 2012 to June 2022 and GameStop Corp. (NYSE) from May 2007 to May 2020. Mr. Koonin previously served as a member of the Nominating and Corporate Governance Committee of WWE from July 2022 to September 2023 and the Compensation Committee of WWE from June 2021 to September 2023. Mr. Koonin graduated with a Bachelor of Science in Marketing from the University of Georgia. We believe that Mr. Koonin is qualified to serve on our Board because of his extensive executive leadership experience with media entertainment and consumer brands. Jonathan A. Kraft became a director of TKO Group Holdings, Inc. on September 12, 2023. He has served as President of the Kraft Group LLC since July 1995. He currently serves on the board of directors for the Kraft Group and various of its affiliated companies since July 1990. Mr. Kraft also serves on the Board of Trustees of Mass General Brigham Incorporated since January 2017, Dexter Southfield Board of Trustees since June 2016, Harvard Business School’s Board of Advisors since June 2013, Massachusetts General Hospital (Mass General) since 2010 (currently serving as Chair), Williams College Investment Committee since October 2006 and Belmont Hill School Board of Trustees since June 2003. Mr. Kraft graduated with a Bachelor of Arts in History from Williams College and a Master of Business Administration from Harvard Business School. We believe that Mr. Kraft is qualified to serve on our Board because of his extensive experience with sports and entertainment companies, including as a director on the boards of such companies. Sonya E. Medina became a director of TKO Group Holdings, Inc. on September 12, 2023. Ms. Medina serves as the President and Chief Executive Officer of Reach Resilience, a position held since May 2022. In addition, Ms. Medina has served as a co-founder of Greenlight Growth Capital, LLC since January 2022, and as an independent consultant since July 2013. Previously, Ms. Medina served as the Vice President of Community & External Affairs at Silver Eagle Distributors (distributor of Anheuser Busch & Grupo Modelo products) from January 2009 to June 2013, Director of the AT&T Global Foundation from September 2006 to February 2008 and a White House commissioned officer in the capacity of Deputy Assistant to the President for Domestic Policy and Director of Projects to the First Lady from January 2001 to August 2006 and from February 2008 to November 2008. She has served on the board of directors for the Texas Tribune since April 2022, Texas 2036 since April 2022, Spurs Give since April 2021, Reach Resilience since July 2024, Teach for Uganda since May 2018 and Papa Johns International, Inc. (Nasdaq) since September 2015. Ms. Medina also currently serves as a member of the Compensation and the Nominating and Governance committees of Papa Johns International, Inc. (Nasdaq) since May 2018 and September 2015, respectively. She previously served on the board of directors and Audit and Governance committees of Delta Apparel, Inc (NYSE) from April 2022 until June 2024. Ms. Medina earned a Bachelor of Science degree from Texas A&M University and a Master of Public Health degree from Columbia University. We believe that Ms. Medina is qualified to serve on our Board because of her extensive experience as a director of public companies and corporate social responsibility, social impact and brand management acumen. Nancy R. Tellem became a director of TKO Group Holdings, Inc. on September 12, 2023. She has served as the Executive Chairperson and Chief Media Officer of Eko (f/k/a Interlude US, Inc.), a media network company since 2015. She previously served as President of Xbox Entertainment Studios from September 2012 through October 2014. Prior to that, she served as President of CBS Television Entertainment Group from May 1998 through June 2010. Ms. Tellem holds board and advisory positions including Eko, LeagueApps, ALLCITY Network, BasBlue, Inc., Rocket Companies, Inc. and Sipur Studios, and is a board member of Cranbrook Art Academy and Museum and Visit Detroit. Ms. Tellem earned a bachelor’s degree from University of California, Berkeley, and a J.D. degree from UC Hastings College of the Law. We believe that Ms. Tellem is qualified to serve on our Board because of her significant business and management expertise in the entertainment industry.

  11. Director Nominees for Election to a One Year Term Expiring at the 2026 Annual Meeting

    Carrie Wheeler became a director of TKO Group Holdings, Inc. on September 12, 2023. She has served as Chief Executive Officer and a board member of Opendoor Technologies Inc. (Nasdaq) since December 2022, where she also served as Chief Financial Officer from September 2020 to December 2022. Ms. Wheeler also previously served as a member of Opendoor’s board of directors from October 2019 to September 2020. From 1996 to 2017, Ms. Wheeler was with TPG Global, a global private equity firm, including as a Partner and Head of Consumer / Retail Investing. Ms. Wheeler has served on the board of directors and on the Audit Committee of APi Group Corporation (NYSE), a global provider of safety and specialty services, since October 2019. She previously served on the board and Audit Committee of Dollar Tree, Inc. (Nasdaq) from March 2019 to March 2022. Ms. Wheeler has also served on a number of other corporate boards, including J. Crew Group, Inc. from 2010 to 2018, Neiman Marcus Group from 2005 to 2013 and Petco Animal Supplies from 2006 to 2015. Ms. Wheeler received her Bachelor of Commerce with Honors degree from Queen’s University in Canada. We believe that Ms. Wheeler is qualified to serve on our Board because of her extensive executive and board experience with public companies and in heavily consumer-facing industries.

  12. Compensation Committee

    | • | reviewing and recommending to the Board the compensation of directors. |

  13. Setting Executive Compensation

    Setting Executive Compensation Compensation from the Company for Mr. Emanuel is recommended by our Compensation Committee of the Board, and thereafter approved by our Board (taking into account his employment agreement). As to compensation from the Company for Messrs. Shapiro, Schleimer and Krauss, target amounts were set by our Compensation Committee (taking into account their employment agreements), with the actual cash compensation amounts determined by Mr. Emanuel and actual equity compensation amounts recommended by Mr. Emanuel and approved by our Compensation Committee. The Board, Compensation Committee or applicable delegate authorized to review and/or approve compensation matters is herein referred to as the “Governing Body.” The Governing Body consults with management from time to time on compensation-related decisions (including annual bonus determinations). In fiscal year 2024, the Compensation Committee engaged Pay Governance to provide market data for comparable positions in connection with making recommendations to the applicable Governing Body regarding certain aspects of the executive compensation for our named executive officers. In May 2024, Pay Governance used market data to update the peer group, based on a media and entertainment industry-specific (media and live event/experience) companies. As there are few direct competitors in live sports operating as independent public companies, the peer group was developed to include companies featuring business focuses similar to TKO, including: sports and entertainment; live events; content creation and distribution; and licensing and partnerships that create significant value. Also, the peer group was developed to include, where possible, companies with similar high-value characteristics as TKO (e.g., comparable Market Cap, EBITDA, or Market Cap-to-Revenue ratio). As a result, the peer group includes several companies with larger revenues than TKO. The limited number of direct competitors and TKO’s premium valuation and strong profit profile suggested defining a peer set strictly based on revenue was inappropriate. The Company utilized this data as a broad frame of reference to evaluate competitiveness of its executive compensation structure and to determine the annual bonuses in respect of fiscal year 2024 and compensation for fiscal year 2025. The peer group used by Pay Governance and considered by the Governing Body included the following companies:

  14. Setting Executive Compensation

    | • | the size and mix of each element that forms the total compensation that may be awarded, including salary, annual cash bonus and equity-based incentives; |

  15. Compensation Practice Checklist

    | • | Support Key Talent Retention: New equity incentives were granted to our named executive officers to, among other things, support retention of our key talent. |

  16. Compensation Practice Checklist

    | • | No Section 280G or Section 409A Tax Gross-Ups: We do not provide tax gross-ups in connection with our change in control or deferred compensation plans or programs. |

  17. Key Elements of Executive Compensation Program

    Key Elements of Executive Compensation Program The primary elements of our executive compensation program are base salary, annual cash bonuses, equity-based compensation in the form of restricted stock units (“RSUs”) and certain employee benefits and perquisites. Brief descriptions of each principal element of our executive compensation program and its objectives are summarized in the following table and described in more detail below. Overview

  18. Key Elements of Executive Compensation Program

    Annual Cash Bonuses Our named executive officers were provided with the opportunity to earn cash bonuses with respect to fiscal year 2024. Such bonuses were intended to encourage the achievement of our company performance objectives and to reward our named executive officers based on individual performance and contribution to our success. Ariel Emanuel . As set forth in Mr. Emanuel’s employment agreement, for fiscal year 2024, Mr. Emanuel was eligible to receive a bonus with a target bonus opportunity of $7,000,000. The attainment of the annual bonus is based on the achievement of a performance metric to be mutually agreed upon between Mr. Emanuel and the Governing Body and was calculated in accordance with the terms of his employment agreement (as described below). For fiscal year 2024, the Governing Body determined that Adjusted EBITDA would be the performance metric applicable for his 2024 annual bonus. The target Adjusted EBITDA goal for 2024 was $1.170 million (which would have resulted in a payout of 100% of his individual target bonus) while the maximum Adjusted EBITDA goal was $1.287 million (which would have resulted in a payout of 125% of his individual target bonus). Results between each performance level are interpolated based on a straight-line interpolation. In January 2025, the Governing Body (other than Mr. Emanuel) confirmed that TKO’s actual Adjusted EBITDA was $1.251 million for 2024, which represents 107% of the targeted Adjusted EBITDA and therefore, Mr. Emanuel was entitled to receive an annual bonus of $8,210,000 (approximately 117% of his target bonus) under the financial performance component of his annual bonus. In addition, taking into account, among other things, his contributions to the Company’s overall performance and fiscal year 2024’s strategic activity, as described in the section above titled “2024 Financial and Operating Highlights,” the Governing Body determined that Mr. Emanuel should receive an additional bonus in the amount of $4,290,000. Mark Shapiro . As set forth in Mr. Shapiro’s employment agreement, for fiscal year 2024, Mr. Shapiro was eligible to receive an annual performance bonus, with a target bonus opportunity of $6,000,000. Mr. Emanuel determined that for fiscal year 2024, Mr. Shapiro’s bonus would be determined taking into account Adjusted EBITDA as the primary consideration, resulting in a bonus payment of $7,500,000. In addition to the annual performance bonus, taking into account, among other things, Mr. Shapiro’s contributions to the Company’s overall performance and fiscal year 2024’s strategic activity, as described in the section above titled “2024 Financial and Operating Highlights,” Mr. Emanuel determined that Mr. Shapiro should receive a discretionary bonus in the amount of $700,000. Andrew Schleimer . As set forth in Mr. Schleimer’s employment agreement, for fiscal year 2024, Mr. Schleimer was eligible to receive an annual performance bonus, with a target bonus opportunity of $2,000,000. Mr. Emanuel determined that for fiscal year 2024, Mr. Schleimer’s annual performance bonus would be determined taking into account Adjusted EBITDA as the primary consideration, resulting in a bonus payment of $2,500,000. In addition to the annual performance bonus, taking into account, among other things, Mr. Schleimer’s contributions to the Company’s overall performance and fiscal year 2024’s strategic activity, as described in the section above titled “2024 Financial and Operating Highlights,” Mr. Emanuel determined that Mr. Schleimer should receive a discretionary bonus in the amount of $1,750,000. . As set forth in Mr. Krauss’ employment agreement, for fiscal year 2024, Mr. Krauss was eligible to receive an annual performance bonus, with a target bonus opportunity of $2,000,000. Mr. Emanuel determined that for fiscal year 2024, Mr. Krauss’ annual performance bonus would be determined taking into account Adjusted EBITDA as the primary consideration, resulting in a bonus payment of $2,500,000. In addition, taking into account, among other things, Mr. Krauss’ contributions to the Company’s overall performance and fiscal year 2024’s strategic activity, as described in the section above titled “2024 Financial and Operating Highlights,” Mr. Emanuel determined that Mr. Krauss should receive a discretionary bonus in the amount of $1,150,000. The following table reflects the target bonus applicable for fiscal year 2024 and the actual amounts paid to the named executive officers:

  19. Key Elements of Executive Compensation Program

    | | Annual Bonuses | | | | | Name | Annual Target Bonus ($) | Actual Financial Performance Annual Bonus (a) ($) | Actual Qualitative Discretionary Bonus (b) ($) | Total Actual Annual Bonus Payout (a) + (b) ($) | | Ariel Emanuel | 7,000,000 | 8,210,000 | 4,290,000 | 12,500,000 | | Andrew Schleimer | 2,000,000 | 2,500,000 | 1,750,000 | 4,250,000 | | Mark Shapiro | 6,000,000 | 7,500,000 | 700,000 | 8,200,000 | | Seth Krauss | 2,000,000 | 2,500,000 | 1,150,000 | 3,650,000 |

  20. Key Elements of Executive Compensation Program

    Equity-Based Awards. Annual awards for 2023 granted in 2024, and annual awards for 2024 granted in 2025. Ariel Emanuel. For fiscal year 2023, Mr. Emanuel was entitled under his employment agreement to receive an annual equity award in the amount of $2,500,000, to be granted in 2024. As such, on February 22, 2024, Mr. Emanuel received 29,064 RSUs that vest in three equal installments on January 20, 2025, January 20, 2026 and January 20, 2027. For each remaining fiscal year during the term of his employment agreement, Mr. Emanuel is eligible to receive an annual equity award in an amount that ranges from 75% to 150% of a $10,000,000 target amount, with any annual equity award for 2024 to be granted in 2025. Taking into account, among other things, Mr. Emanuel’s contributions to the Company’s overall performance and fiscal year 2024’s strategic activity, as described in the section above titled “2024 Financial and Operating Highlights,” the Board determined that Mr. Emanuel would receive the maximum award pursuant to his employment agreement, with a value of approximately $15,000,000, plus an additional discretionary equity award, with a value of approximately $12,500,000. As such, in January 2025, Mr. Emanuel received 191,959 RSUs that vest in three equal annual installments on January 20, 2026, January 20, 2027 and January 20, 2028. Mark Shapiro . Mr. Shapiro received a one-time equity award in January 2024 under his employment agreement, as described below. For each remaining fiscal year during the term of his employment agreement, Mr. Shapiro is eligible to receive an annual equity award with a target amount of $10,000,000, with any annual equity award for 2024 to be granted in 2025. As such, taking into account, among other things, Mr. Shapiro’s contributions to the Company’s overall performance and fiscal year 2024’s strategic activity, as described in the section above titled “2024 Financial and Operating Highlights,” in January 2025, Mr. Shapiro received 83,764 RSUs that vest in three equal annual installments on January 20, 2026, January 20, 2027 and January 20, 2028. Andrew Schleimer . For fiscal year 2023, Mr. Schleimer was eligible under his employment agreement to receive an equity award with a target amount of $1,506,849, to be granted in 2024. Accordingly, on February 21, 2024, Mr. Schleimer received 17,500 RSUs that vest in three equal installments on January 20, 2025, January 20, 2026 and January 20, 2027. For each remaining fiscal year during the term of his employment agreement, Mr. Schleimer is eligible to receive an annual equity award with a target amount of $5,000,000, with any annual equity award for 2024 to be granted in 2025. As such, taking into account, among other things, Mr. Schleimer’s contributions to the Company’s overall performance and fiscal year 2024’s strategic activity, as described in the section above titled “2024 Financial and Operating Highlights,” in January 2025, Mr. Schleimer received 52,353 RSUs that vest in three equal annual installments on January 20, 2026, January 20, 2027 and January 20, 2028. . For fiscal year 2023, Mr. Krauss was eligible under his employment agreement to receive an equity award for fiscal year 2023 with a target amount of $ $1,216,438, to be granted in 2024. Accordingly, on February 21, 2024, Mr. Krauss received 14,127 RSUs that vest in three equal installments on January 20, 2025, January 20, 2026 and January 20, 2027. In addition, Mr. Krauss received a equity award in January 2024 under his employment agreement as described below. For each remaining fiscal year during the term of his employment agreement, Mr. Krauss is eligible to receive an annual equity award with a target amount of $4,000,000, with any annual equity award for 2024 to be granted in 2025. As such, taking into account, among other things, Mr. Krauss’ contributions to the Company’s overall performance and fiscal year 2024’s strategic activity, as described in the section above titled “2024 Financial and Operating Highlights,” in January 2025, Mr. Krauss received 27,922 RSUs that vest in three equal annual installments on January 20, 2026, January 20, 2027 and January 20, 2028. Each annual award to be granted to our named executive officers in the future under their respective employment agreements is expected to consist of RSUs that vest in three equal installments on the first, second and third anniversary of the date of grant or an otherwise specified vesting commencement date, subject to the approval of the Governing Body, and subject to each named executive officer’s continued employment through the applicable vesting date or as described below under “Potential Payments upon Termination of Employment or Change in Control—Equity Vesting.” Furthermore, each such annual award is expected to be granted during the first fiscal quarter of the fiscal year following the fiscal year to which such annual award relates. One-time awards granted in 2024. In connection with their entry into new employment agreements with the Company, on January 21, 2024, some of our named executive officers received additional equity awards. Mr. Shapiro received 252,749 RSUs that vest in four equal installments on December 31, 2024, December 31, 2025, December 31, 2026, and December 31, 2027, and on January 12, 2024, Mr. Krauss received 39,109 RSUs that vest in four equal installments on December 31, 2024, December 31, 2025, December 31, 2026 and December 31, 2027. The employment agreements for Messrs. Shapiro and Krauss provides that certain unvested portions of these equity awards will accelerate and vest upon certain terminations of employment or a Change in Control as described below under “Potential Payments upon Termination of Employment or Change in Control—Equity Vesting.” Severance Protection We have entered into employment agreements with each of our named executive officers that provide for certain severance payments and benefits if an executive’s employment is terminated under specified conditions. In addition, the vesting of a portion of the equity awards accelerates in connection with qualifying terminations of employment. We believe that these severance benefits are appropriate to remain competitive in our executive retention efforts, recognizing that such benefits are commonly offered by employers competing for similar executive talent. See “Potential Payments upon Termination of Employment or Change in Control” below for additional information. Employee Benefits and Perquisites We provide a number of benefit plans to all eligible employees, including our named executive officers. These benefits include programs such as medical, dental, life insurance, business travel accident insurance, short- and long-term disability coverage and a 401(k) defined contribution plan (including a company matching contribution). We do not maintain any defined benefit pension plans or any nonqualified deferred compensation plans. For fiscal year 2024, Messrs. Shapiro and Krauss did not participate in our benefit plans and rather received such entitlement through their employment with Endeavor Group Holdings, Inc. and subsidiaries of Endeavor Group Holdings, Inc. For fiscal year 2024, Messrs. Emanuel and Schleimer participated in our benefit plans. While perquisites help to provide our named executive officers a benefit with a high perceived value at a relatively low cost, we do not generally view perquisites as a material component of our executive compensation program. Perquisites we provide to our named executive officers include guest travel on business-related trips on aircraft owned by Endeavor Group Holdings Inc. and use of Company-leased housing for certain business-related travel. The material perquisites received by our named executive officers in fiscal year 2024 are described below.

  21. Equity Grant Timing

    Equity Grant Timing We do not time equity awards in coordination with the release of material non-public information or take into account material non-public information when determining the terms of equity awards.

  22. Summary Compensation Table

    Summary Compensation Table The following table shows the compensation earned by our principal executive officer, our principal financial officer and our other two mostly highly compensated executive officers for the fiscal year ended December 31, 2024. The table does not include compensation paid prior to September 12, 2023 or any compensation paid by Endeavor Group Holdings, Inc., Endeavor OpCo or any of their subsidiaries. The principal positions listed in the table refer to the positions of our named executive officers as of December 31, 2024. All amounts set forth in this table were either paid by TKO OpCo or its subsidiaries, or paid by Endeavor Group Holdings, Inc. or its subsidiaries and allocable to service to TKO for the applicable named executive officer.

  23. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) (1) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) (2) | Total ($) | | Ariel Emanuel Executive Chair and Chief Executive Officer | 2024 | 3,000,000 | 4,290,000 | 2,503,864 | 8,210,000 | 125,407 | 18,129,271 | | | 2023 | 911,538 | 24,000,000 | 40,000,094 | — | 928 | 64,912,560 | | Andrew Schleimer Chief Financial Officer | 2024 | 2,000,000 | 4,250,000 | 1,497,475 | — | 10,971 | 7,758,446 | | | 2023 | 611,538 | 5,000,000 | 3,151,215 | — | 2,509 | 8,765,262 | | Mark Shapiro President and Chief Operating Officer | 2024 | 4,000,000 | 8,200,000 | 19,565,300 | — | 198,871 | 31,964,172 | | | 2023 | 759,615 | 9,000,000 | 6,250,086 | — | 73,629 | 16,083,330 | | Seth Krauss, Chief Administrative Officer and Senior Counsel to the Board of Directors and Senior Management | 2024 | 2,000,000 | 3,650,000 | 4,224,934 | — | 6,102 | 9,881,036 | | | 2023 | 228,082 | 228,082 | — | — | 928 | 457,092 |

  24. Summary Compensation Table

    | (1) The amounts listed in this column represent the grant date fair value calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC 718”), with respect to the grant of restricted stock units. Assumptions used in calculating these amounts are described in Note 13 to our audited consolidated financial statements included in our Annual Report. |

  25. Summary Compensation Table

    | (2) For Mr. Emanuel, the amount reported in this column represents (i) the value of the personal use of aircraft provided to him with an incremental cost of $116,782 calculated as described below and (ii) 401(k) matching contributions of $8,625 in respect of fiscal year 2024. For Mr. Schleimer, the amount reported in this column represents (i) the value of the personal use of aircraft provided to him with an incremental cost of $2,346 calculated as described below and (ii) 401(k) matching contributions of $8,625 in respect of fiscal year 2024. For Mr. Shapiro, the amount reported in this column represents (i) the value of the personal use of aircraft provided to him with an incremental cost of $194,049 calculated as described below, (ii) 401(k) matching contributions in the amount of $3,450 in respect of fiscal year 2024 (based on approximately fifty percent of total matching contributions made by Endeavor Group Holdings, Inc. or its affiliates allocable for Mr. Shapiro’s services to TKO for fiscal year 2024) and (iii) $1,372 of reimbursed commuting expenses (based on approximately fifty percent of total reimbursements made by Endeavor Group Holdings, Inc. or its subsidiaries allocable for Mr. Shapiro’s services to TKO for fiscal year 2024). For Mr. Krauss, the amount reported in this column represents (i) 401(k) matching contributions in respect of fiscal year 2024 (based on approximately fifty percent of total matching contributions made by Endeavor Group Holdings, Inc. or its affiliates allocable for Mr. Krauss’ services to TKO for fiscal year 2024) and (ii) $2,652 of reimbursed commuting expenses (based on approximately fifty percent of total reimbursements made by Endeavor Group Holdings, Inc. or its subsidiaries allocable for Mr. Krauss’ services to TKO for fiscal year 2024). From time to time, personal guests accompany our named executive officers on business-related flights for TKO, and the incremental cost of such travel and any deadhead flights or portions thereof is included in this column. Incremental cost is calculated on the basis of cost-per-mile based upon the variable costs of the flight, including fuel, variable maintenance and ground transportation. |

  26. Grants of Plan-Based Awards for Fiscal Year 2024

    Grants of Plan-Based Awards for Fiscal Year 2024 The following table presents information with respect to each grant of plan-based awards to each named executive officer in fiscal year 2024.

  27. Grants of Plan-Based Awards for Fiscal Year 2024

    | Name | Grant Date | Estimate Future Payouts Under Non-Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock (#) (1) | Grant Date Fair Value of Stock Awards($) (2) | | | | Threshold ($) | Target ($) | Maximum ($) | | | | Ariel Emanuel | 2/22/2024 | 5,250,000 | 7,000,000(3) | 8,750,000 | 29,064(4) | 2,503,864 | | Andrew Schleimer | 2/21/2024 | — | 2,000,000(5) | — | 17,500(4) | 1,497,475 | | Mark Shapiro | 1/21/2024 | — | 6,000,000(5) | — | 252,749(4) | 19,565,300 | | Seth Krauss | 1/12/2024 | — | 2,000,000(3) | — | 39,109(4) | 3,016,086 | | | 2/21/2024 | | | | 14,127(4) | 1,208,847 |

  28. Grants of Plan-Based Awards for Fiscal Year 2024

    | (1) This amount represents the number of time-vesting restricted stock units granted. For more information relating to these RSUs, see “Key Elements of Executive Compensation Program—Equity-Based Awards” above and “Outstanding Equity Awards at 2024 Fiscal Year End” following this table. |

  29. Grants of Plan-Based Awards for Fiscal Year 2024

    | (2) For each grant, this amount represents the grant date fair value calculated in accordance with ASC 718 with respect to the restricted stock units. Assumptions used in calculating these amounts are described in Note 13 to our audited consolidated financial statements included in our Annual Report. |

  30. Grants of Plan-Based Awards for Fiscal Year 2024

    | (3) This amount represents the target annual bonus payable under Mr. Emanuel’s employment agreement, which is based on the achievement of a performance metric to be mutually agreed upon between Mr. Emanuel and the Governing Body. For fiscal year 2024, the Governing Body determined that Adjusted EBITDA would be the performance metric applicable for his 2024 annual bonus. |

  31. Grants of Plan-Based Awards for Fiscal Year 2024

    | (4) This amount represents the number of time-vesting restricted stock units granted to the named executive officer. For more information relating to these restricted stock units, see “Key Elements of Executive Compensation Program—Equity-Based Awards” above and “Outstanding Equity Awards at 2024 Fiscal Year End” following this table. |

  32. Grants of Plan-Based Awards for Fiscal Year 2024

    | (5) This amount represents the target annual bonus payable under the named executive officer’s employment agreement, taking into account Company and individual performance, as determined at year-end. |

  33. Outstanding Equity Awards at 2024 Fiscal Year End

    Outstanding Equity Awards at 2024 Fiscal Year End The following table provides information about the outstanding equity awards held by our named executive officers as of December 31, 2024.

  34. Outstanding Equity Awards at 2024 Fiscal Year End

    | Name | Grant Date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($) (1) | | Ariel Emanuel | 9/12/2023 | 291,122(2) | 41,371,347 | | | 2/22/2024 | 29,064(3) | 4,130,285 | | Andrew Schleimer | 11/6/2023 | 24,830(4) | 3,528,591 | | | 2/21/2024 | 17,500(3) | 2,486,925 | | Mark Shapiro | 1/21/2024 | 189,562(5) | 26,938,856 | | Seth Krauss | 1/12/2024 | 29,327(5) | 4,167,660 | | | 2/21/2024 | 14,127(3) | 2,007,588 |

  35. Outstanding Equity Awards at 2024 Fiscal Year End

    | (1) Represents the fair market value per share of our Class A common stock of $142.11, as of December 31, 2024. |

  36. Outstanding Equity Awards at 2024 Fiscal Year End

    | (2) As of December 31, 2024, the unvested time-based equity awards were scheduled to vest on September 12, 2025, September 12, 2026 and September 12, 2027, subject to continued employment through the vesting date. |

  37. Outstanding Equity Awards at 2024 Fiscal Year End

    | (3) As of December 31, 2024, the unvested time-based equity awards were scheduled to vest on January 20, 2025, January 20, 2026 and January 20, 2027. |

  38. Outstanding Equity Awards at 2024 Fiscal Year End

    | (4) As of December 31, 2024, the unvested time-based equity awards were scheduled to vest on December 31, 2025 and December 31, 2026, subject to continued employment through the vesting date. |

  39. Outstanding Equity Awards at 2024 Fiscal Year End

    | (5) As of December 31, 2024, the unvested time-based equity awards were scheduled to vest on December 31, 2025, December 31, 2026, and December 31, 2027. |

  40. Stock Vested During Fiscal Year 2024

    Stock Vested During Fiscal Year 2024 The following table provides information regarding shares of restricted stock units that vested during fiscal year 2024 for each of our named executive officers.

  41. Stock Vested During Fiscal Year 2024

    | | Stock Awards | | | Name | Number of Equity Interests Acquired on Vesting (#) | Value Realized on Vesting of Equity Interests ($) (1) | | Ariel Emanuel | 97,040 | 11,158,630 | | Andrew Schleimer | 12,414 | 1,764,154 | | Mark Shapiro | 60,651 | 6,974,258 | | | 63,187 | 8,979,505 | | Seth Krauss | 9,777 | 1,389,409 |

  42. Stock Vested During Fiscal Year 2024

    | (1) Represents the fair market value per share of our Class A common stock on the date of vesting. |

  43. Potential Payments upon Termination of Employment or Change in Control

    Potential Payments upon Termination of Employment or Change in Control

  44. Estimated Payments Upon Termination of Employment or Change in Control

    Estimated Payments Upon Termination of Employment or Change in Control The table below shows the severance payments and benefits that each named executive officer would receive upon (1) death or disability, (2) termination without cause or a resignation with good reason, (3) termination for cause or a resignation without good reason and (4) a change in control. The amounts are calculated as if the date of termination and change in control occurred on December 31, 2024.

  45. Estimated Payments Upon Termination of Employment or Change in Control

    | | Death or Disability ($) | Termination without Cause or Resignation with Good Reason ($) | Termination for Cause or Resignation without Good Reason ($) | Change in Control ($) | Termination without Cause or Resignation for Good Reason in Connection with Change in Control ($) | | Ariel Emanuel | | | | | | | Base Salary Continuation | — | 6,000,000(1) | — | — | 6,000,000(1) | | Bonus | 7,000,000(2) | 14,000,000(3) | — | — | 14,000,000(3) | | Accelerated Vesting of Equity-Based Awards | — | 45,501,632(4) | — | 45,501,632(4) | 45,501,632(4) | | Andrew Schleimer | | | | | | | Base Salary Continuation | — | 3,000,000(5) | — | — | 4,000,000(1) | | Bonus | 2,000,000(2) | 5,000,000(6) | — | — | 6,000,000(9) | | Accelerated Vesting of Equity-Based Awards | — | 6,015,516(4) | — | — | 6,015,516(4) | | Mark Shapiro | | | | | | | Base Salary Continuation | — | 12,000,000(7) | — | — | 12,000,000(7) | | Bonus | 6,000,000(2) | 24,000,000(8) | — | — | 24,000,000(8) | | Accelerated Vesting of Equity-Based Awards | — | 26,938,656(4) | — | 29,938,656(4) | 26,938,656(4) | | Seth Krauss | | | | | | | Base Salary Continuation | — | 6,000,000(7) | — | — | 6,000,000(7) | | Bonus | — | 2,000,000(2) | — | — | 2,000,000(2) | | Accelerated Vesting of Equity-Based Awards | — | 6,175,958(4) | — | — | 6,175,958(4) |

  46. Estimated Payments Upon Termination of Employment or Change in Control

    | (1) This amount reflects the continued payment of two times the named executive officer’s base salary for 24 months following termination of his employment. |

  47. Estimated Payments Upon Termination of Employment or Change in Control

    | (2) This amount reflects the payment of the named executive officer’s target annual bonus. |

  48. Estimated Payments Upon Termination of Employment or Change in Control

    | (3) This amount reflects the payment of two times the named executive officer’s target annual bonus. |

  49. Estimated Payments Upon Termination of Employment or Change in Control

    | (4) This amount reflects the accelerated vesting of all of the named executive officer’s time-based restricted stock units. |

  50. Estimated Payments Upon Termination of Employment or Change in Control

    | (5) This amount reflects the continued payment of one and a half times the named executive officer’s base salary for 12 months following termination of his employment. |

  51. Estimated Payments Upon Termination of Employment or Change in Control

    | (6) This amount reflects payment of the named executive officer’s target annual bonus for the calendar year in which termination occurs and ending on the 18-month anniversary of termination, payable over the 12-month period following termination of his employment. |

  52. Estimated Payments Upon Termination of Employment or Change in Control

    | (7) This amount reflects the continued payment of the named executive officer’s base salary through December 31, 2027. |

  53. Estimated Payments Upon Termination of Employment or Change in Control

    | (8) This amount reflects the payment of the named executive officer’s target annual bonus for each calendar year commencing with 2024 and ending on December 31, 2027. |

  54. Estimated Payments Upon Termination of Employment or Change in Control

    | (9) This amount reflects payment of the named executive officer’s target annual bonus for the calendar year in which termination occurs and ending on the 24-month anniversary of termination, payable over the 12-month period following termination of his employment. |

  55. CEO Pay Ratio

    CEO Pay Ratio Under Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information regarding the relationship of the annual total compensation of our median-paid employee (“Median Employee”) to the annual total compensation of Mr. Emanuel, our Executive Chair and Chief Executive Officer. We consider the pay ratios specified below to be reasonable estimates, with the pay ratio in the first bullet below calculated in a manner that is intended to be consistent with the requirements of Item 402(u) of Regulation S-K. However, because these rules provide flexibility in determining the methodology, assumptions and estimates used to determine pay ratios, and given the fact that workforce composition differs significantly among companies, our pay ratio may not be comparable to the pay ratios reported by other companies. Further, none of our governing body or management has used our pay ratio for purposes of making any compensation-related decisions. To identify the Median Employee, we defined “employee” as any full-time, part-time, seasonal or temporary individual employed and paid by the Company or any of our consolidated subsidiaries as of December 31, 2024. For purposes of identifying the Median Employee for fiscal year 2024, the Company utilized an identification date of October 1, 2024, rather than December 31, 2024. The Company selected the identification date for fiscal year 2024 due to availability of data and administrative convenience, taking into account employee integrations following various business acquisitions. In accordance with the provisions of Item 402(u) of Regulation S-K, we did not include workers employed, and whose compensation is determined, by a third party or independent contractors. We then calculated each employee’s annual cash compensation, our consistently applied compensation measure, using actual base salary or wages and actual bonus paid for the 12-month period ended December 31, 2024. For employees paid in local currencies, we converted their base salary and bonus into U.S. dollar amounts using an exchange rate as of December 31, 2024. In identifying the Median Employee, we annualized base salary or wages for all permanent full-time and part-time employees who did not work the full fiscal year 2024, but did not make any cost-of-living or other adjustments. Base salary or wages for temporary or seasonal employees was not annualized. We then sorted the employees (excluding our CEO) by their annual cash compensation to determine the median of annual cash compensation to all employees and, thereby, identified the Median Employee. We then calculated the Median Employee’s annual total compensation using the same methodology we used for our named executive officers (including our CEO) as set forth in the 2024 Summary Compensation Table. For 2024:

  56. CEO Pay Ratio

    | • | The annual total compensation of our Median Employee, calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, was $105,026 and the annual total compensation of our CEO, as reported in the Summary Compensation Table included above, was $18,129,271. |

  57. CEO Pay Ratio

    | • | Therefore, the ratio of our CEO’s annual total compensation to the Median Employee’s annual total compensation was 173 to 1. |

  58. Pay Versus Performance Table

    Pay Versus Performance Table The following table sets forth information concerning the compensation provided to our NEOs and certain measures of Company performance in the years ended December 31, 2024 and 2023, for services to the Company in all capacities.

  59. Pay Versus Performance Table

    | | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO ($) (1)(2)(3) | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) (1)(2)(3) | Value of Initial Fixed $100 Investment Based on: | | Net Income ($) | Adjusted EBITDA ($) (5) | | Fiscal Year | | | | | Total Shareholder Return ($) (4) | Peer Group Index Total Shareholder Return ($) (4) | | | | 2024 | 18,129,271 | 40,619,413 | 16,534,551 | 21,399,404 | 143.18 | 150.64 | 6,377,088 | 1,251,238,529 | | 2023 | 64,912,560 | 56,578,222 | 8,435,228 | 7,963,553 | 82.19 | 107.00 | 175,722,864 | 809,087,712 |

  60. Pay Versus Performance Table

    | (1) Amounts represent compensation actually paid (“CAP”) to our CEO, who was our Principal Executive Officer or “PEO” for fiscal years 2023 and 2024, and the average CAP to our remaining NEOs or “Non-PEO NEOs” for fiscal years 2023 and 2024, as determined under SEC rules, which includes the individuals indicated below for fiscal years 2023 and 2024: |

  61. Pay Versus Performance Table

    | Year | PEO | Non-PEO NEOs | | 2024 | Ariel Emanuel | Mark Shapiro, Andrew Schleimer and Seth Krauss | | 2023 | Ariel Emanuel | Mark Shapiro, Andrew Schleimer and Seth Krauss |

  62. Pay Versus Performance Table

    | (2) Amounts represent the Summary Compensation Table Total Compensation for the applicable fiscal year adjusted as follows: |

  63. Pay Versus Performance Table

    | Applicable Fiscal Year (“FY”) | 2023 | | 2024 | | | | PEO | Average non-PEO NEOs | PEO | Average non-PEO NEOs | | Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY | (40,000,094) | (3,133,767) | (2,502,864) | (8,429,236) | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End | 31,666,256 | 2,662,091 | 4,130,285 | 11,867,180 | | Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End | — | — | 17,621,615 | 500,987 | | Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date | — | — | 3,242,106 | 925,923 | | Total Adjustments | (8,333,838) | (471,675) | 22,490,143 | 4,864,853 |

  64. Pay Versus Performance Table

    | (3) The fair values of restricted stock units included in the CAP to our PEO and the Average CAP to our Non-PEO NEOs are calculated at the required measurement dates, consistent with the approach used to value the awards at the grant date as described in our Annual Report. Any changes to the fair values of our restricted stock units from the grant date are based on our updated stock price at the applicable measurement date. For the year presented, the increases or decreases in the year-end restricted stock unit fair value from the fair value on the grant date were affected by changes in the stock price. For additional information on the assumptions used to calculate the valuation of the awards, see Note 13 to our audited consolidated financial statements included in our Annual Report. |

  65. Pay Versus Performance Table

    | (4) Reflects the period from September 12, 2023, the date of consummation of the TKO Transactions, through the end of the applicable fiscal year. |

  66. Pay Versus Performance Table

    | (5) Adjusted EBITDA is a non-GAAP measure and is calculated from our audited financial statements as follows: net income, excluding income taxes, net interest expense, depreciation and amortization, equity-based compensation, merger and acquisition costs, certain legal costs, restructuring, severance and impairment charges, and certain other items when applicable. For a reconciliation of the differences between Adjusted EBITDA and the most directly comparable financial measure calculated and presented in accordance with GAAP, see Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operation—Non-GAAP Financial Measures” on page 54 and 55 of our Annual Report. |

  67. Pay Versus Performance Relationships

    Pay Versus Performance Relationships Similar to reported compensation in the Summary Compensation Table, “Compensation Actually Paid” does not accurately represent the actual compensation that is or may be received by our named executive officers. However, this information may demonstrate the impact that TKO performance and stock price performance has on the value of incentives, and accordingly the alignment between total stockholder returns and pay. Our applicable Governing Body does not consider compensation actually paid when making compensation decisions for the named executive officers. See the Compensation Discussion & Analysis for a description of how our applicable Governing Body assesses the relationship between named executive officer pay and performance.

  68. Pay Versus Performance Graphs

    Pay Versus Performance Graphs The chart below provides a comparison between (i) the total stockholder return of the Company and of the S&P 1500 Media and Entertainment Industry Group Index assuming a fixed $100 initial investment on September 12, 2023 (the date our Class A common stock began trading on NYSE) and reinvestment of dividends, and (ii) the compensation actually paid to our PEO and the average compensation actually paid to our non-PEO named executive officers for the years ended December 31, 2023 and 2024.

  69. Pay Versus Performance Graphs

    | | September 12, 2023 | FY 2023 | FY 2024 | | Company TSR | $100 | $82.19 | $143.18 | | S&P 1500 Media and Entertainment Index TSR | $100 | $107.00 | $150.64 | | PEO Compensation Actually Paid (in millions) | — | $57 | $41 | | Avg. non-PEO NEO Compensation Actually Paid (in millions) | | $8 | $21 |

  70. Pay Versus Performance Graphs

    The chart below provides a comparison between (i) the Company’s Net Income and (ii) compensation actually paid to our PEO and average compensation actually paid to our named executive officers for the fiscal years ended December 31, 2023 and 2024.

  71. Pay Versus Performance Graphs

    | | FY 2023 | FY 2024 | | Net Income (in millions) | $176 | $6 | | PEO Compensation Actually Paid (in millions) | $57 | $41 | | Avg. non-PEO NEO Compensation Actually Paid (in millions) | $8 | $21 |

  72. Pay Versus Performance Graphs

    The chart below provides a comparison between (i) the Company’s Adjusted EBITDA and (ii) compensation actually paid to our PEO and average compensation actually paid to our non-PEO named executive officers for the fiscal years ended December 31, 2023 and 2024.

  73. Pay Versus Performance Graphs

    | | FY 2023 | FY 2024 | | Adjusted EBITDA (in millions) (1) | $809 | $1,251 | | PEO Compensation Actually Paid (in millions) | $57 | $41 | | Avg. non-PEO NEO Compensation Actually Paid (in millions) | $8 | $21 |

  74. Pay Versus Performance Graphs

    | (1) Adjusted EBITDA is a non-GAAP measure and is calculated from our audited financial statements as follows: net income, excluding income taxes, net interest expense, depreciation and amortization, equity-based compensation, merger and acquisition costs, certain legal |

  75. Pay Versus Performance Graphs

    | costs, restructuring, severance and impairment charges, and certain other items when applicable. For a reconciliation of the differences between Adjusted EBITDA and the most directly comparable financial measure calculated and presented in accordance with GAAP, see Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operation—Non -GAAP Financial Measures” on page 54 and 55 of our Annual Report. |

  76. Pay Versus Performance Graphs

    The comparisons reflected in the charts above are not intended to forecast the future performance of our stock and may not be indicative of our future performance.

  77. 2024 Pay Versus Performance Tabular List

    2024 Pay Versus Performance Tabular List As required by Item 402(v) of Regulation S-K, we are providing the following information regarding the performance measure that we believe represents the most important financial performance measure used by us to link compensation actually paid to our named executive officers for the fiscal year 2024. Such performance measure represented the only financial performance measure that was used by the Company to link compensation actually paid to our named executive officers for fiscal year 2024 to Company performance.

  78. COMPENSATION OF OUR DIRECTORS

    COMPENSATION OF OUR DIRECTORS The table below shows the compensation earned by each director other than Messrs. Emanuel and Shapiro (whose compensation is set forth above) for the fiscal year ended December 31, 2024.

  79. COMPENSATION OF OUR DIRECTORS

    | Name(5) | Fees Earned or Paid in Cash ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Compensation ($) | All Other Compensation ($) | Total ($) | | Peter C.B. Bynoe | 467,000 | — | 183,498 | — | — | 650,498 | | Egon P. Durban | — | — | — | — | — | — | | Dwayne Johnson | — | — | 29,898,142(2) | — | — | 29,898,142 | | Brad Keywell | 100,184 | — | 289,978 | — | — | 390,162 | | Steve R. Koonin | 423,274 | — | 301,440 | — | — | 724,714 | | Jonathan A. Kraft | 107,000 | — | 183,498 | — | — | 290,498 | | Sonya E. Medina | 138,000 | — | 183,498 | — | — | 321,498 | | Nancy R. Tellem | 378,000 | — | 183,498 | — | — | 561,498 | | Carrie Wheeler | 393,000 | — | 183,498 | — | — | 576,498 | | Nick Khan(3) | 2,000,000 | 4,000,000 | — | — | 11,640(4) | 6,011,640 |

  80. COMPENSATION OF OUR DIRECTORS

    | (1) The amounts listed in this column represent the grant date fair value calculated in accordance with ASC 718 with respect to the grant of restricted stock units during fiscal year 2024. Assumptions used in calculating these amounts are described in Note 13 to our audited consolidated financial statements included in our Annual Report. |

  81. COMPENSATION OF OUR DIRECTORS

    | (2) In connection with Mr. Johnson’s entry into the Johnson Services Agreement (as defined below) on January 22, 2024, Mr. Johnson received a new equity award of 386,231 restricted stock units that vested or will vest as follows: 25% vested on January 22, 2024; 25% vested upon completion of certain services described in the services agreement; 25% on vested on December 31, 2024; and the remaining 25% vested or will vest in equal monthly installments from January 31, 2025 through December 31, 2025. Such restricted stock units included for Mr. Johnson are exclusively in respect of his services as a non-director advisor during fiscal year 2024 and do not reflect any compensation in respect of his services as a director. |

  82. COMPENSATION OF OUR DIRECTORS

    | (3) The amounts included for Mr. Khan are exclusively in respect of his services as an employee during fiscal year 2024 and do not reflect any compensation in respect of his services as a director. |

  83. COMPENSATION OF OUR DIRECTORS

    | (4) The amount reported in this column represents the value of 401(k) matching contributions and life insurance payments. |

  84. COMPENSATION OF OUR DIRECTORS

    | (5) Mr. McMahon was employed and engaged as a director by the Company through January 26, 2024. He did not earn any compensation in respect of his services as a director. |

  85. COMPENSATION OF OUR DIRECTORS

    The table below shows the aggregate numbers of unvested stock awards held as of December 31, 2024 by each director other than Messrs. Emanuel and Shapiro (whose outstanding awards are set forth above).

  86. COMPENSATION OF OUR DIRECTORS

    | Name | Stock Awards Outstanding at 2024 Fiscal Year End | | Peter C.B. Bynoe | 1,700(1) | | Egon P. Durban | — | | Dwayne Johnson | 98,258(2) | | Brad Keywell | 1,700(1) | | Nick Khan | 205,885(3) | | Steve R. Koonin | 1,700(1) | | Jonathan A. Kraft | 1,700(1) | | Sonya E. Medina | 1,700(1) | | Nancy R. Tellem | 1,700(1) | | Carrie Wheeler | 1,700(1) |

  87. COMPENSATION OF OUR DIRECTORS

    | (1) The unvested restricted stock units will vest on the date of our stockholder meeting in 2025. |

  88. COMPENSATION OF OUR DIRECTORS

    | (2) The unvested restricted stock units will vest as follows: 1,700 unvested restricted stock units will vest on the date of our stockholders meeting in 2025; and 96,558 unvested restricted stock units will vest in equal monthly installments through December 31, 2025. |

  89. COMPENSATION OF OUR DIRECTORS

    | (3) The unvested restricted stock units will vest as follows: 102,451 unvested restricted stock units will vest in two equal annual installments beginning on December 31, 2025; 80,804 unvested restricted stock units will vest on July 20, 2025; and 22,630 unvested restricted stock units will vest on July 20, 2026. |

  90. COMPENSATION OF OUR DIRECTORS

    Non-Employee Director Compensation Policy We maintain a policy pursuant to which each non-employee director (other than those who are appointed pursuant to the Governance Agreement and are not “Independent” thereunder) receives an annual director fee of $107,000 as well as an additional annual fee of $15,000 for service as the chair of the audit committee and an additional annual fee of $21,000 for service (including as chair) on the audit committee, each earned on a quarterly basis. The policy provides for an additional annual fee of $20,000 for service as the chair of the compensation committee and an additional annual fee of $10,000 for service (including as chair) on the compensation committee, each earned on a quarterly basis, and an annual fee of $15,000 for service as the chair of the nominating and corporate governance committee and an additional annual fee of $7,500 for service (including as chair) on the nominating and corporate governance committee, each earned on a quarterly basis. Each non-employee director will also receive an annual restricted stock unit award with a grant date value of $182,000, calculated based on the average closing price (as reported on the applicable stock exchange on which shares of our Class A common stock are traded for the 20 trading days preceding the date of grant or, if such shares have been trading for less than 20 days, the number of days these shares have been trading preceding the date of grant), entitling them to receive shares of our Class A common stock upon vesting. Additionally, each non-employee director who was initially elected or appointed to the Board following the closing date received a grant of our Class A common stock with a grant date value, calculated based on the average closing price (as reported on the applicable stock exchange on which shares of our Class A common stock are traded for the 20 trading days preceding the date of grant or, if such shares have been trading for less than 20 days, the number of days these shares have been trading preceding the date of grant), equal to the product of $182,000, and a fraction calculated as follows: (i) before our first annual shareholder meeting, the numerator of which is (x) the number of days between the closing date and the anticipated date of our first annual shareholder meeting (as determined by the Board) minus (y) the number of days in the period beginning on the date of the effective time and ending on such non-employee director’s start date, and the denominator of this fraction is the number of days in the period between the closing date and the anticipated date of our first annual shareholder meeting and (ii) following the our first annual shareholder meeting, the numerator of this fraction is (x) 365 minus (y) the number of days in the period beginning on the date of the annual shareholder meeting immediately preceding such non-employee director’s start date, and ending on such non-employee director’s start date, and the denominator of this fraction is 365. Each equity grant will vest in full on the date of our annual shareholder meeting immediately following the date of grant, subject to the non-employee director continuing in service through such meeting date, and is further subject to accelerated vesting upon a change in control (as defined in the 2023 Incentive Award Plan). Special Committee Compensation In May 2024, the Company received an opportunity to engage with subsidiaries of Endeavor in a potential transaction to acquire such subsidiaries’ On Location, IMG and Professional Bull Riders businesses (the “Endeavor Asset Acquisition”) and the Board formed a special committee (the “Special Committee”) to evaluate the Endeavor Asset Acquisition. The Special Committee was composed of Messrs. Bynoe and Koonin and Mses. Tellem and Wheeler, each of whom is an independent and disinterested member of the Board with respect to the Endeavor Asset Acquisition. In recognition of the additional time and effort necessary to serve on the Special Committee, the Board approved additional cash compensation for each member of the Special Committee, consisting of an initial payment of $150,000 and a monthly fee of $20,000 (not to exceed $250,000 per year) for service on the Special Committee. In addition, for his leadership role as chairman of such committee, Mr. Bynoe was awarded an additional cash fee of $50,000. Employee Compensation for Mr. Khan Mr. Khan was not entitled to any compensation in respect of his services as director in fiscal year 2024. However, he was entitled to certain compensation in respect of his services as our employee in fiscal year 2024. Mr. Khan received an annual base salary for fiscal year 2024 equal to $2,000,000. Mr. Khan, in his position as President of WWE, was also eligible to receive an annual bonus with target bonus opportunity equal to $3,000,000. For fiscal year 2024, such bonus was determined taking into account Adjusted EBITDA for WWE as the primary, but not only, consideration, resulting in a bonus payment of $ $4,000,000. In addition, Mr. Khan also participated in certain of our benefit plans that are generally available to similarly situated employees in fiscal year 2024. While perquisites help to provide our executives a benefit with a high perceived value at a relatively low cost, we do not generally view perquisites as a material component of our executive compensation program. Perquisites we provided to Mr. Khan during fiscal year 2024 included matching contributions and certain life insurance payments. The aggregate incremental cost of such perquisites for Mr. Khan in fiscal year 2024 is included in the “All Other Compensation” column of the “Compensation of Our Directors” Table above. Independent Services Compensation for Mr. Johnson On January 22, 2024, WWE entered into an Independent Services Contractor and Merchandising Agreement with Mr. Johnson and certain of his affiliates (the “Johnson Services Agreement”), pursuant to which Mr. Johnson agreed to provide to WWE certain promotional and other services. As consideration for Mr. Johnson’s services pursuant to the Johnson Services Agreement, and in respect of the intellectual property grants and licenses made by Mr. Johnson and his affiliates in connection therewith, Mr. Johnson received an award of restricted stock units in respect of Class A common stock, in an amount equal to $30,000,007 (the “Johnson Equity Award”). Subject to certain forfeiture and acceleration events, the Johnson Equity Award will vest in equal monthly installments through December 31, 2025. For additional details regarding the Johnson Services Agreement, please see the section titled “Certain Transactions with Related Persons—Other Transactions” elsewhere in this Proxy Statement.